StandardAero Files for IPO

TL;DR

StandardAero is going public, filing its S-1 for an IPO.

AI Summary

StandardAero, Inc. filed an S-1 registration statement with the SEC on September 6, 2024, indicating plans for an initial public offering. The company, formerly known as Dynasty Parent Co., Inc. until June 3, 2024, is incorporated in Delaware and headquartered in Scottsdale, Arizona. This filing marks a significant step towards becoming a publicly traded entity.

Why It Matters

This S-1 filing signals StandardAero's intention to raise capital through public markets, which could fund expansion, acquisitions, or debt repayment, impacting its future growth and industry position.

Risk Assessment

Risk Level: medium — As a company undergoing an IPO, StandardAero faces inherent risks related to market reception, valuation, and the transition to public company regulations.

Key Numbers

• 333-281992 — SEC File Number (Identifies the specific SEC registration)
• 30-1138150 — IRS Number (Employer Identification Number for tax purposes)

Key Players & Entities

• StandardAero, Inc. (company) — Registrant
• Dynasty Parent Co., Inc. (company) — Former Company Name
• September 6, 2024 (date) — Filing Date
• June 3, 2024 (date) — Date of Name Change
• Steve Sinquefield (person) — Agent for Service
• Patrick H. Shannon (person) — Copies to
• Jason M. Licht (person) — Copies to
• Christopher M. Beze (person) — Copies to

FAQ

Key Financial Figures

• $1,802.5 m — original aggregate principal amount of $1,802.5 million, as defined in Description of Cer
• $772.5 m — original aggregate principal amount of $772.5 million, as defined in Description of Cer
• $150.0 million — an aggregate principal amount of up to $150.0 million (of which up to $75.0 million is availa
• $75.0 million — of up to $150.0 million (of which up to $75.0 million is available for the issuance of letter
• $1,993.5 m — egate principal amount of approximately $1,993.5 million, as defined in Description of Cer
• $768.6 m — egate principal amount of approximately $768.6 million, as defined in Description of Cer
• $400.0 m — an aggregate principal amount of up to $400.0 million, as defined in Description of Cer
• $475.5 million — ; the term Senior Notes refers to the $475.5 million aggregate principal amount of outstandi
• $4,563.3 million — ember 31, 2023, we generated revenue of $4,563.3 million (reflecting a 10.0% increase from $4,15
• $4,150.5 million — llion (reflecting a 10.0% increase from $4,150.5 million for the year ended December 31, 2022),
• $35.1 million — r ended December 31, 2022), net loss of $35.1 million (reflecting a 67.1% increase from $21.0
• $21.0 million — llion (reflecting a 67.1% increase from $21.0 million for the year ended December 31, 2022) a
• $561.1 million — cember 31, 2022) and Adjusted EBITDA of $561.1 million (reflecting a 18.0% increase from $475.
• $475.4 million — llion (reflecting a 18.0% increase from $475.4 million for the year ended December 31, 2022).
• $2,582.9 million — June 30, 2024, we generated revenue of $2,582.9 million (reflecting a 12.0% increase from $2,30

Filing Documents

• d838237ds1.htm (S-1) — 2917KB
• d838237dex42.htm (EX-4.2) — 900KB
• d838237dex43.htm (EX-4.3) — 20KB
• d838237dex44.htm (EX-4.4) — 16KB
• d838237dex45.htm (EX-4.5) — 220KB
• d838237dex46.htm (EX-4.6) — 7KB
• d838237dex47.htm (EX-4.7) — 4KB
• d838237dex102.htm (EX-10.2) — 1493KB
• d838237dex103.htm (EX-10.3) — 113KB
• d838237dex104.htm (EX-10.4) — 1717KB
• d838237dex105.htm (EX-10.5) — 1634KB
• d838237dex106.htm (EX-10.6) — 1623KB
• d838237dex107.htm (EX-10.7) — 1753KB
• d838237dex108.htm (EX-10.8) — 1776KB
• d838237dex109.htm (EX-10.9) — 1695KB
• d838237dex1010.htm (EX-10.10) — 1531KB
• d838237dex1011.htm (EX-10.11) — 86KB
• d838237dex1012.htm (EX-10.12) — 250KB
• d838237dex1013.htm (EX-10.13) — 1814KB
• d838237dex1014.htm (EX-10.14) — 1706KB
• d838237dex211.htm (EX-21.1) — 12KB
• d838237dex232.htm (EX-23.2) — 2KB
• d838237dex991.htm (EX-99.1) — 2KB
• d838237dex992.htm (EX-99.2) — 2KB
• d838237dex993.htm (EX-99.3) — 2KB
• d838237dex994.htm (EX-99.4) — 2KB
• d838237dex995.htm (EX-99.5) — 2KB
• d838237dex996.htm (EX-99.6) — 2KB
• d838237dex997.htm (EX-99.7) — 2KB
• d838237dexfilingfees.htm (EX-FILING FEES) — 27KB
• g838237dsp325.jpg (GRAPHIC) — 3KB
• g838237g00n54.jpg (GRAPHIC) — 127KB
• g838237g00t01.jpg (GRAPHIC) — 29KB
• g838237g00t02.jpg (GRAPHIC) — 82KB
• g838237g00t05.jpg (GRAPHIC) — 157KB
• g838237g01c71.jpg (GRAPHIC) — 518KB
• g838237g05u79.jpg (GRAPHIC) — 283KB
• g838237g29g29.jpg (GRAPHIC) — 20KB
• g838237g69w02.jpg (GRAPHIC) — 164KB
• 0001193125-24-215250.txt ( ) — 23215KB

RISK FACTORS

RISK FACTORS 20 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 59

USE OF PROCEEDS

USE OF PROCEEDS 61 DIVIDEND POLICY 62 CAPITALIZATION 63

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 67

BUSINESS

BUSINESS 94 MANAGEMENT 112 COMPENSATION DISCUSSION AND ANALYSIS 120 PRINCIPAL STOCKHOLDERS 138 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 141

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 145 DESCRIPTION OF CERTAIN INDEBTEDNESS 151 SHARES ELIGIBLE FOR FUTURE SALE 159 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 161 UNDERWRITING (CONFLICTS OF INTEREST) 165 LEGAL MATTERS 174 EXPERTS 174 WHERE YOU CAN FIND MORE INFORMATION 174 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i Table of Contents Through and including , 2024 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions. Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and future growth prospects may have changed since that date. For investors outside the United States: No action is being taken in any jurisdiction outside the United States to permit a public offering of common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform them

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View this S-1 filing on SEC EDGAR